UNITED STATES

OMB APPROVAL

SECURITIES AND EXCHANGE
COMMISSION

OMB Number:
3235-0145

Washington, D.C. 20549

Expires: February 28, 2006

SCHEDULE 13D

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Item 1.

Security and Issuer

This Statement on Schedule 13D (this “Statement”) relates to common stock, $0.001 par value per share (the “Common Stock”), of CHINA DIGITAL WIRELESS, INC., a Delaware corporation (“Issuer”).  The principal executive offices of the Issuer are located at 429 Guangdong Road, Shanghai 200001, People’s Republic of China.

The aggregate number of shares beneficially owned by the Reporting Entity identified in this filing is 1,151,296 or 6.7% of the common stock shown as outstanding on the issuer’s most recent 10QSB.

Item 2.

Identity and Background

This Statement is filed by Chinamerica Fund, LP Chinamerica Fund, LP is a Texas limited partnership (“Reporting Entity”).  The principal business of the Reporting Entity is the purchase, sale, exchange, acquisition and holding of investment securities.  The principal address of the Reporting Entity, which also serves as its principal office, is 2909 St. Andrews Drive, Richardson, Texas 75082.

During the past five years, the Reporting Entity: (i) has not been convicted in a criminal proceeding; and (ii) was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration

The funds were derived from investments in the Reporting Entity made by its partners, which constituted the capital of the reporting entity.

Item 4.

Purpose of Transaction

The shares of the Issuer were acquired for investment.

The Reporting Entity may in the future determine to:  (i) acquire additional securities of the Issuer through open market purchases, private agreements or otherwise, (ii) dispose of all or a portion of the securities of the Issuer owned by it, or (iii) consider plans or proposals which would relate to or result in:  (a) the acquisition by any person of additional securities of the Issuer; (b) an extraordinary corporate transaction such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) the sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the board of directors or management of the Issuer, including any plans or proposals to change the number or terms of directors or to fill any existing vacancies of the board of directors of the Issuer; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) changes in the Issuer’s charter, bylaws or instruments; (h) any other action whether or not similar to those enumerated above.  The Reporting Entity reserves the right to take actions to influence the management of the Issuer should it deem such actions appropriate.

Item 5.

Interest in Securities of the Issuer

The Reporting Entity owns 1,151,296 shares of common stock of the Issuer representing 6.7% of the outstanding common stock.  The Reporting Entity has sole voting and dispositive power over the subject securities.  The Reporting Entity previously owned 1,402,961 shares of common stock of the Issuer representing 8.2% of the outstanding common stock.  As of February 23, 2006, the Reporting Entity has sold 251,665 shares of common stock of the Issuer.  The average price was $0.90 per share; the shares were sold through broker/dealers.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Pursuant to the Stock Purchase Agreement dated June 28, 2004, the Reporting Entity acquired 877,193 shares of common stock of the Issuer.  Pursuant to the Agreement to Issue Additional Shares dated June 20, 2004, the Reporting Entity acquired an additional 525,768 shares of common stock of the Issuer.

Item 7.

Material to Be Filed as Exhibits

None.

CHINAMERICA FUND, LP

By  Chinamerica Partners, LP

Its General Partner

By  Chinamerica Holdings, LLC

Its general partner

By:

/s/ Beau Johnson

Name: Beau Johnson

Title: Its Manager